MIDLAND, Mich. and WILMINGTON, Del., June 28, 2017 /PRNewswire/ -- The Dow Chemical Company (NYSE: DOW) and DuPont (NYSE: DD) today jointly
provided an update on the status of the anticipated merger of the two companies.
The Boards of Directors of both companies reiterate their support of the merger agreement. In addition, as announced, both
Boards support a comprehensive portfolio review for DowDuPont, which is intended to assess current business facts and leverage
the knowledge gained over the past year and a half to capture any material value-enhancing opportunities in preparation for the
intended creation of three industry-leading companies.
The Boards have jointly commenced the review and have engaged McKinsey & Co. to assist the companies in this assessment.
The lead independent directors of each company are working together to oversee the process. The DowDuPont Board is expected to
review the results soon after the merger closes.
"The management teams and directors of both companies are in regular dialogue with our shareholders, and we have undertaken
significant preparation work in advance of the close," said Jeff Fettig, Lead Director of Dow. "As
a collective board we are committed to delivering maximum, long-term shareholder value by ensuring that each of the intended
companies will have clear focus, an appropriate capital structure, a distinct and compelling investment thesis, scale advantages,
and focused investments in innovation to better deliver superior solutions and choices for customers."
"Dow and DuPont leadership are committed to maximizing the tremendous value creation potential of the merger and anticipated
spins," said Alexander (Sandy) Cutler, Lead Director of DuPont. "Our review will provide an
in-depth look at the portfolio mix and alignment across divisions to ensure we capitalize on all value-enhancing opportunities.
The output of the review will be an immediate focus for the DowDuPont Board following merger close. If the results of our review
demonstrate there is net greater long-term value creation to be realized through a change in the portfolio, it will be
pursued."
The companies reaffirmed their expectation to close the merger in August 2017, with the intended
spin-offs to occur within 18 months of closing.
Additional information is available at www.dowdupontunlockingvalue.com.
ABOUT DOW
Dow (NYSE: DOW) combines the power of science and technology to passionately innovate what is essential to human
progress. The Company is driving innovations that extract value from material, polymer, chemical and biological science to help
address many of the world's most challenging problems, such as the need for fresh food, safer and more sustainable
transportation, clean water, energy efficiency, more durable infrastructure, and increasing agricultural productivity. Dow's
integrated, market-driven portfolio delivers a broad range of technology-based products and solutions to customers in 175
countries and in high-growth sectors such as packaging, infrastructure, transportation, consumer care, electronics, and
agriculture. In 2016, Dow had annual sales of $48 billion and employed approximately 56,000 people
worldwide. The Company's more than 7,000 product families are manufactured at 189 sites in 34 countries across the globe.
References to "Dow" or the "Company" mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly
noted. More information about Dow can be found at www.dow.com.
ABOUT DUPONT
DuPont (NYSE: DD) has been bringing world-class science and engineering to the global marketplace in the form of
innovative products, materials, and services since 1802. The company believes that by collaborating with customers, governments,
NGOs, and thought leaders, we can help find solutions to such global challenges as providing enough healthy food for people
everywhere, decreasing dependence on fossil fuels, and protecting life and the environment. For additional information about
DuPont and its commitment to inclusive innovation, please visit www.dupont.com.
Cautionary Notes on Forward Looking Statements
This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this
context, forward-looking statements often address expected future business and financial performance and financial condition, and
often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "target,"
similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated
benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to
make or take any filing or other action required to consummate such transaction on a timely matter or at all, are not guarantees
of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially
from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are
not limited to, (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining regulatory
approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings,
synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies
for the management, expansion and growth of the new combined company's operations and other conditions to the completion of the
merger, (ii) the ability of Dow and DuPont to integrate the business successfully and to achieve anticipated synergies, risks and
costs and pursuit and/or implementation of the potential separations, including anticipated timing, any changes to the
configuration of businesses included in the potential separation if implemented, (iii) the intended separation of the
agriculture, material science and specialty products businesses of the combined company post-mergers in one or more tax efficient
transactions on anticipated terms and timing, including a number of conditions which could delay, prevent or otherwise adversely
affect the proposed transactions, including possible issues or delays in obtaining required regulatory approvals or clearances,
disruptions in the financial markets or other potential barriers, (iv) potential litigation relating to the proposed transaction
that could be instituted against Dow, DuPont or their respective directors, (v) the risk that disruptions from the proposed
transaction will harm Dow's or DuPont's business, including current plans and operations, (vi) the ability of Dow or DuPont to
retain and hire key personnel, (vii) potential adverse reactions or changes to business relationships resulting from the
announcement or completion of the merger, (viii) uncertainty as to the long-term value of DowDuPont common stock, (ix) continued
availability of capital and financing and rating agency actions, (x) legislative, regulatory and economic developments, (xi)
potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that
could affect Dow's and/or DuPont's financial performance, (xii) certain restrictions during the pendency of the merger that may
impact Dow's or DuPont's ability to pursue certain business opportunities or strategic transactions and (xiii) unpredictability
and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well
as management's response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed
merger, are more fully discussed in the joint proxy statement/prospectus included in the Registration Statement filed with the
SEC in connection with the proposed merger. While the list of factors presented here is, and the list of factors presented in the
Registration Statement are, considered representative, no such list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward
looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material adverse effect on Dow's or DuPont's consolidated financial
condition, results of operations, credit rating or liquidity. Neither Dow nor DuPont assumes any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by securities and other applicable laws.
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SOURCE DuPont